MIRA INFORM REPORT

Report Date :

10.02.2007

IDENTIFICATION DETAILS

Name :	HATHWAY CABLE & DATACOM PRIVATE LIMITED
Registered Office :	Rahejas, 4^th Floor, Corner of Main Avenue and V. P. Road, Santacruz (West), Mumbai – 400 054, Maharashtra
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	07.08.1959
Com. Reg. No.:	11-11421
CIN No.: [Company Identification No.]	U74994MH1959PTC011421
TAN No.: [Tax Deduction & Collection Account No.]	MUMH07346D
PAN No.: [Permanent Account No.]	AAACC6814B
Legal Form :	Private limited liability company
Line of Business :	Provider of Broadband Internet Connections

RATING & COMMENTS

MIRA’s Rating :

B

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	Small

Maximum Credit Limit :
Status :	Moderate
Payment Behaviour :	Slow by average 45 days
Litigation :	Clear
Comments :	Financial position of the company can be regarded as moderate having accumulated losses. Payments are reported as slow by average 45 days to local suppliers. Trade relations are fair. The company is controlled by Rahejas who are resourceful real estate developers turned industrialists. Their aggregate means are huge. The company can be considered normal for business dealings at usual trade terms and conditions with slight caution.

LOCATIONS

Registered Office :	Rahejas, 4^th Floor, Corner of Main Avenue and V. P. Road, Santacruz (West), Mumbai – 400 054, Maharashtra, India
Tel. No.:	91-22-26001306 / 26055041 / 56628825/ 56789800
Fax No.:	91-22-26001307
E-Mail :	feedback@hathway.com, milind@hathway.net
Website :	http://www.hathway.com
Corporate Office :	Mumbai Trade World, "B" Wing, 10th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (W), Mumbai- 400 013 Tel: 91 22 5662 3333, Fax: 91 22 24933355 Delhi : AB- 6, Safdurjung Enclave, New Delhi- 110029 Tel: 91 11 2618 8548 / 8741, Fax: 91 11 26188547 Bangalore : Shree Complex, 4th Floor, 73, St. John's Road, Bangalore- 560042 Tel: 91 80 25545625/680/679/597, Fax: 91 80 25545597 Chennai: “House of Lords”, Flat No. GB, Door No-29, Luz Avenue , Mylapore, Chennai- 600 004 Tel: 91 44 2499 3115/ 4776/ 4716, Fax: 91 44 24993080 Hyderabad : 3-6-20/21, 2 nd Floor, Sadhana Building , Hyderguda, Hyderabad- 500 0 29 Tel: 91 40 23222418, Fax: 91 40 5566 7285 Pune: 3rd Floor, Sterling Plaza , Above UTI Bank, Junglee Maharaj Road , Pune - 411 004 Tel: 91 20 2403 0696/97/98, Fax: 91 20 4013847 Nasik : 2^nd Floor, Shiledar Bhavan, Opp. Fire Brigade Office, Shingadaalav, Nasik- 422 002 Tel: 91 253 2599513 / 2599401, Fax: 91 253 2599 987 Vijayawada : D.No. 29-15-3, Ankur Apartments, 1st  & 2 nd Floor, Sheshadri Shastry Street , Governorpet Vijayawada - 520002 Tel: 91 866 2574555, Fax: 91 866 2573966 Ludhiana : Office No. 5 & 6, 5 th Floor, The Mall Plaza , The Mall Fountain Chowk, Ludhiana – 140 001 Tel: 91 161 2430788, Telefax: 91 161 2430788 Jalandhar Surya Tower, Near Lal Ratan Cinema, Nakodar Chowk, Jalandhar (Punjab) Ph: 91 181 5077030-040

DIRECTORS

Name :	Mr. Kalyanasundaram Jayaraman
Designation :	Managing Director
Address :	909, Brindaban, II-B, Poonam Nagar, Andheri (East), Mumbai-400093, Maharashtra
Date of Birth/Age :	16.05.1961
Date of Appointment :	08.02.2001
Name :	Mr. Rajan B. Raheja
Designation :	Director
Address :	Rahejas, 87/1, G. B. Marg, Juhu, Mumbai-400049, Maharashtra
Date of Birth/Age :	17.06.1954
Date of Appointment :	07.09.2000
Name :	Mr. James R. Murdoch
Designation :	Director (Foreign)
Address :	Hongkong
Date of Birth/Age :	13.12.1972
Date of Appointment :	07.09.2000
Name :	Mr. Bruce J. Churchill
Designation :	Director (Foreign)
Address :	Hongkong
Date of Birth/Age :	30.08.1958
Date of Appointment :	07.09.2000
Name :	Mr. Jagdishkumar G.
Designation :	Director
Address :	Powai
Date of Birth/Age :	18.01.1962
Date of Appointment :	03.07.2000
Name :	Mr. Peter B. Mukerjea
Designation :	Alternate Director
Address :	62/B, Marlowe Building, Pochkhanawala Road, Worli, Mumbai-400025, Maharashtra
Date of Birth/Age :	21.11.1955
Date of Appointment :	08.02.2001
Name :	Mr. Vinayak P. Aggarwal
Designation :	Director
Address :	502, Gladioli, Off Yari Road, Versova, Andheri (West), Mumbai-400061, Maharashtra
Date of Birth/Age :	12.04.1969
Date of Appointment :	14.06.1996
Name :	Mr. Satish B. Raheja
Designation :	Director
Address :	CP 3153, 1211, Geneva, Switzerland
Date of Birth/Age :	03.01.1961
Date of Appointment :	07.09.2000
Name :	Mr. Akshay R. Raheja
Designation :	Director
Address :	Rahejas, 87/1, G. B. Marg, Juhu, Mumbai-400049, Maharashtra
Date of Birth/Age :	25.05.1982
Date of Appointment :	07.09.2000
Name :	Mrs. Liza D. Newnham
Designation :	Director
Address :	Flat No.2801, Wun Sha Tower, 33-45, Wun Sha Street, Taj Hang, Hong Kong
Date of Birth/Age :	04.03.1971
Date of Appointment :	30.06.2005
Name :	Mr. Nitin Atroley
Designation :	Director
Address :	E-63, Vasant Marg, Vasant Vihar, New Delhi-110057
Date of Birth/Age :	26.04.1966
Date of Appointment :	28.06.2004
Name :	Mr. Viren K. Raheja
Designation :	Alternate Director
Address :	Rahejas, 87/1, G. B. Marg, Juhu, Mumbai-400049, Maharashtra
Date of Birth/Age :	13.06.1984
Date of Appointment :	24.02.2004
Name :	Mr. Sanjay Johar
Designation :	Alternate Director
Address :	12, Aarti, V.P. Road, Santacruz (West), Mumbai-400054, Maharashtra
Date of Birth/Age :	06.05.1964
Date of Appointment :	30.06.2005
Name :	Mr. Michelle D. Gautherie
Designation :	Director
Address :	12-A, Namshan New Village, PO LO CHE Road, Sai Chung, Hong Kong
Date of Birth/Age :	12.10.1965
Date of Appointment :	26.11.2003
Date of Ceasing :	27.06.2005
Name :	Mr. May Yin Oh
Designation :	Alternate Director
Address :	5/C, Vienna Court, 41, Conduit Road, Midlevel, Hong Kong
Date of Birth/Age :	14.08.1968
Date of Appointment :	30.06.2005
OTHER PERSONAL
Name :	Mr. Milind D. Karnik
Designation :	Company Secretary
Address :	E/30, Sai Krupa, Ram Mandir Road, Babhai, Borivali (West), Mumbai-400092, Maharashtra
Date of Birth/Age :	02.12.1960
Date of Appointment :	01.01.1999

MAJOR SHAREHOLDERS

Names of Shareholders	No. of Shares
Hathway Investments Private Limited	4833600
Mr. Akshay R. Raheja	8094200
Mr. Rajan B. Raheja
Mr. Suman Raheja
Mr. Viren Raheja	7970200
Spur Cable & Datacom Private Limited	2550000
Starfish International Private Limited	8238500
Asian Cable Systems Private Limited	8238500

BUSINESS DETAILS

Line of Business :	Provider of Broadband Internet Connections
Products :	· Cable Transmission · Internet Service Provider

GENERAL INFORMATION

No. of Employees :

600

Bankers :

v IDBI Bank Limited, Khar (West) Branch, Mumbai

v UTI Bank Limited, Universal Insurance Building, P.M. Road, Fort, Mumbai-400001, Maharashtra, India

v Housing Development Finance Corporation Limited, Ramon House, 169B, Ackbay Reclamation, H. T. Parekh Marg, Mumbai-400020, Maharashtra, India

Facilities :

SECURED LOANS	31.03.2004 (Rs. In Millions)
Overdraft with HDFC Bank Limited	55.737
Vehicle Loans from Bank	8.057
Commercial Paper	50.000
Term Loan from Bank and Financial Institution
Total	611.354

Banking Relations :	--
Auditors :	G. M. Kapadia & Company Chartered Accountants Tamarind House, 36-B, Tamarind Lane, Mumbai – 400 001
Tel. No.:	91-22-22843475
Subsidiaries :	· United Cable Network Private Limited · Vision India Network Private Limited · Liberty Cable Network Private Limited · Ideal Cables Private Limited · BEE Network & Communication Private Limited · Channels India Network Private Limited · Binary Technology Transfers Private Limited · Elite Cable Network Private Limited · Hathway Nahsik Cable Network Private Limited · Hathway C Net Private Limited · Hathway Internet Satellite Private Limited · Hathway Krishna Cable Private Limited · Hathway Space Cabletel Private Limited · Hathway United Cable Private Limited · Hathway Universal Cabletel And Datacom Private Limited · ITV Interactive Private Limited · K.S.W Network Private Limited · Win Cable And Datacom Private Limited · Hathway Cable Vision Private Limited · Hathay Channel 5 Cable and Datacom Private Limited
Associates :	Pan Cable Services Private Limited
Joint Venture -Subsidiaries :	· Chennai Cable Vision Network Private Limited · Hathway Vcn Cabletel Private Limited · Hathway Software Developers Private Limited · Utn Cable Communication Private Limited · Hathway Channel 5 Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
400,00,000	Equity Shares	Rs. 10/- each	Rs. 400.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
316,86,500	Equity Shares	Rs. 10/- each	Rs. 316.865 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005	31.03.2004
SHAREHOLDERS FUNDS
1] Share Capital		316.865	316.865	316.865
3] Reserves & Surplus		3612.964	3612.964	3612.964
4) (Accumulated Loss)		(833.338)	(702.982)	(459.297)
NETWORTH		3096.491	3226.847	3470.532
LOAN FUNDS
1] Secured Loans		909.958	779.094	611.354
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		909.958	779.094	611.354
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		4006.449	4005.941	4081.886
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2002.447	1989.754	1578.513
Capital work-in-progress		638.573	738.621	980.325
Indirect Expenses Incurred		1.005	5.745	56.774
INVESTMENT		308.606	348.497	479.989
DEFERREX TAX ASSETS		0.000	0.000	40.846
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3.496	0.000	0.000
	Sundry Debtors	332.958	340.950	309.534
	Cash & Bank Balances	73.243	106.513	74.562
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1387.382	1104.400	1139.444
Total Current Assets		1797.079	1551.863	1523.54
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	732.992	622.309	575.025
	Provisions	8.732	7.105	4.916
Total Current Liabilities		741.724	629.414	579.941
Net Current Assets		1055.355	922.449	943.599
MISCELLANEOUS EXPENSES		0.463	0.875	1.840
TOTAL		4006.449	4005.941	4081.885

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2004
Sales Turnover [including other income]	1209.658
Profit/(Loss) Before Tax	(142.787)
Provision for Taxation	(6.793)
Profit/(Loss) After Tax	(149.580)
Total Expenditure	1106.988

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005	31.03.2004
PAT / Total Income	(%)	NA	NA	(12.36)
Net Profit Margin (PBT/Sales)	(%)	NA	NA	(11.80)
Return on Total Assets (PBT/Total Assets}	(%)	NA	NA	(4.60)
Return on Investment (ROI) (PBT/Networth)		NA	NA	(0.04)
Debt Equity Ratio (Total Liability/Networth)		0.53	0.44	0.34
Current Ratio (Current Asset/Current Liability)		2.42	2.46	2.63

LOCAL AGENCY FURTHER INFORMATION

Form 8 Particular for creation or modification of charges

Corporation identity number or foreign company registrations number of the company	U74994MH1959PTC011421
Name of the company	HATHWAY CABLE & DATACOM PRIVATE LIMITED
Address	Rahejas, 4^th Floor, Corner of Main Avenue and V. P. Road, Santacruz (West), Mumbai – 400 054, Maharashtra
This Form is for	Creation of charge
Type of Charges	Immovable property Movable property (not being pledge)
Particular of the charge holder	Housing Development Finance Corporation Limited, Ramon House, 169B, Ackbay Reclamation, H. T. Parekh Marg, Mumbai-400020, Maharashtra, India E-Mail : securities@hdfc.com
Nature or description of the instrument creating charge	Deed of hypothecation dated 14.10.2006.
Date of the instrument creating charge	14.10.2006
Amount Secure by the charge	Rs.350.000 millions
Brief of the principal terms and conditions and extent and operation of the charge	Rate of Interest ROI on tranche 1 of Rs.275 millions is equivalent to six months USD LIBOR rate (USD-LIBOR-BBA) Plus 450 basis points calculated on actual/360 days basis, which shall be reset on 1^st May and 1^st November of each year as applicable under the loan terms. ROI on second tranche of Rs.75 millions is equivalent to HDFC CPLR+/- spread as applicable under the loan terms. Terms of repayment For 1^st tranche on Rs.275 millions the term is 24 months commencing on 01.09.2006 out of which Rs.150 millions will be repaid on 30.04.2008 and Rs.125 millions shall be repaid on 31.08.2006. the 2^nd tranche of Rs.75 millions shall be for a period of 60 months commencing from 01.10.2006 and payable in 14 quarterly installments commencing from 30.06.2006. Extent and operation of the charge The loan is secured by the borrower by hypothecation of its movable and immovable assets as and by way of extension of charge to the lenders ranking pari passu with the charges created in favour of IL and FS Limited and UTI Bank Limited for the repayment of loan and monies including interest, liquidated damages, charges, expenses.
Particulars of the Property charged	Present and future movable and immovable capital equipments, plant and machinery purchased and or to be purchased by borrower which is/or to be purchased by borrower which is/are lying/stored in borrowers head ends, offices, premises and godowns/whether the same held by borrower/ in the course of transit/ on high seas/in possession/control and belonging to borrower by of substitution, addition, ranking pari passu with the charges created in favour of IL and FS Limited and UTI Bank Limited b way of extension of earlier pari passu charge created by borrower.

Name of the company

HATHWAY CABLE & DATACOM PRIVATE LIMITED

Presented By

Mr. Milind Karnik, Company Secretary

1) Date and description of instrument creating the change

Composite hypothecation deed dated 31.01.2003, executed by the company in favour of UTI Bank Limited

2) Amount secured by the charge/amount owing on the securities of charge

Rs.175.000 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

Company’s head end equipments, movable goods and assets both present and future including purchased out of financial assistance from UTI Bank Limited and company’s present and future book debts.

4) Gist of the terms and conditions and extent and operation of the charge.

The charge operates as security for the due repayment by the company of the financial assistance by UTI Bank Limited for Rs.175 millions comprising of fund based limit of Rs.100 millions @PLR (present 12%) and Non fund based limit of Rs.500 millions.

5) Name and Address and description of the person entitled to the charge.

UTI Bank Limited

Registered Office : Trishul, 3^rd Floor, Opposite Samartheshwar Temple, Law Garden, Ellis Bridge, Ahmedabad-380006

Branch: Universal Insurance Building, Sir P.M. Road, Fort, Mumbai-400001

6) Date and brief description of instrument modifying the charge

Supplementary deed of hypothecation (current assets and movables) dated 21.03.2005

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

31.01.2003- Original charge of Rs.175 millions (Registered on 25.02.2003 Doc. No.126)

31.05.2003 – Amount secured by the charge increased to Rs.400 millions (Registered on 27.06.2003 Doc. No.134)

26.06.2003 – Amount secured by the charge increased to Rs.500 million hereby L/C Limit increased to Rs.450 millions (i.e. increased by Rs.100 millions from Rs.300 millions and by converting CC facility of Rs.50 millions to L/C facility and thereby leaving CC facility of Rs.50 millions) (Registered on 22.07.2003 Doc. No.135)

02.12.2003 – The L/Cs to the tune of Rs.65 millions, out of the L/C outstanding, being converted into Overseas Buyer Line of Credit for a period of 180 days from the due date of L/Cs issued by UTI Bank Limited (Registered on 08.04.2004 Doc. No.145)

22.01.2004 – The L/C to the extent of Rs.250 millions out of the L/C limit of Rs.450 millions (including Overseas Buyer’s Line of Credit) converted into Term Loan and the L/C limit stands reduced to Rs.75 millions.

Nature of Limit	Limit (Total) (Rs. In Millions)	Rate of Interest/Commission
Term Loan	250.000	PLR 2.5% i.e.9.5% p.a. at present payable monthly.
Overseas Buyer’s line of credit (within term loan limit)	(65.000)	1.50% p.a. payable upfront
Letter of Credit	75.000	Import L/C : 50% of FEDAI Charges Inland L/C 50% of Bank’s standard rates
Bank Guarantee (within Letter of cash credit of Rs.75 millions)	(50.000)	1.25% p.a.
Cash Credit	50.000	PLR 2% i.e. 10% p.a. at present payable monthly
Standby Facility for Commercial Paper (within CC Limit)	(50.000)	1.25% p.a. payable in advance
Total	375.000

(Registered on 08.04.2004 Doc. No.146)

05.10.2005 – Amount secured by the charge increased to Rs.425.000 millions

Now vide above referred supplementary deed of hypothecation dated 21.03.2005, the working capital limits are renewed and enhanced as given below :

Nature of Limit	Limit (Total) (Rs. In Millions)	Rate of Interest/Commission
Term Loan (Reviewed)	250.000	PLR -3.5% i.e. 8.5% p.a. at present payable monthly
Letter of Credit – 1 (Enhanced from Rs.75 millions)	100.000	Import LC : 50% of FEDAI Charges Inland LC: 50% of Bank’s Standard Rates
Cash Credit (Enhanced from Rs.50.000 millions)	150.000	PLR 3.5% p.a. at present payable monthly
Standby facility for commercial paper (within CC Limit)	(50.000)	1.25% p.a. payable in advance.
Letter of Credit 11	50.000	Import LC : 50% of FEDAI Charges Inland LC : 50% of Bank’s Standard Rates
LER	25.000

The security by way of hypothecation of company’s head end equipments, movable goods and assets, book debts given earlier as pari passu charge are also extended to secure enhanced limit.

OPERATIONS

Directors reported a healthy growth in the income form operations of the company by 122% over the same period. The total income including other income was Rs. 999.50 millions as compared to the last year’s income of Rs. 641.60 millions. This again shows as year on year growth of over 56% over the last year. the company has made a gross profit of Rs. 192.80 millions and after providing for interest, provisioning, depreciation and amortization the net loss for the year is Rs. 40.61 millions as compared to last year’s net loss of Rs. 6.98 millions.

The net loss for the period under review has increased due to higher depreciation and amortization charge. At the operating level the impact of pay channel hike could not be passed on resulting in the deficit.

YEAR UNDER REVIEW AND FUTURE PLANS

Cable Business

The company continues to offer services to cable TV home, movie channels, city specific local news and interactive dial-in music channel and Internet access over cable infrastructure.

The Government of India has passed an enactment for Conditional Access System whereby it become obligatory on the part of the Cable Operators to transmit/re-transmit programmes of every pay channel through an addressable system. The object of this new system being pay for what you watch. The new system will allow the viewers to choose their pay channels and pay accordingly.

This being major development in the Cable Industry the company has undertaken step for implementing CAS since January, 2003 itself. The company had entered into various MOUs, understandings, arrangement and agreements to introduce the technology, software and system required for CAS with local as well as overseas parties. The company is well prepared for implementing CAS

ISP Business

The company has made excellent progress in the business of providing internet Access over cable by offering speed and quality access. During the year under review the company has started providing its internet services in the cities of Hyderabad and Nashik. The company has also started providing internet Telephony Services by the brand name called ‘Net talk’ with effect from October, 2002

The company is happy to inform that the subscriber numbers have increased by more than 123% as compared to last year while the gross revenue from ISP business has more that doubled as compared to the same period last year.

The company’s fixed assets of important value includes Air conditioners, , Structural Fittings, Mobile, Pagers and Telephone, Studio Equipments, Electrical Fittings, Movie Master Tapes, Furniture & Fixtures, Head End Equipment, Distribution Equipment, Computers, Office Equipment and Vehicles.

The company is in trade terms with :

Ø Acme Enterprise

Ø Ark Electronics

Ø Network Electronics

Ø Panjam Electronics

Ø Shri Om Engineering Works

Ø Vasundhara Engineering Works

Ø Bhansali Cable And Condusters Private Limited

Segmental Reporting

The company has two primary segments :

Ø CATV Business

Ø ISP Business

CATV Business companies of receiving, distributing and transmitting satellite channel programs. To further augment the CATV Business, advertisements are run in the local channels and airtime sold in the exclusive Chief Executive, C News and ITV Channels

ISP business comprises providing internet services.

AS PER WEBSITE

DIGITAL CABLE TV

Hathway Digital Cable TV services bring you a fantastic selection of entertainment and services with quality, choice and control.

Through world-class technological support, a fully upgraded digital infrastructure and a commitment to increasing choice and value for our customers, Hathway brings the digital age transforming the way you receive information and entertainment.

Digital picture quality and sound

Enjoy crystal clear picture and stereophonic sound without having to buy expensive equipment.

Interactive on screen programming guide

Enjoy the most advanced Electronic Programming Guide (EPG). Scan program listings, reserve programmes days in advance, set convenient on-screen reminders, parental control and many more.

Over 140+ channels

More variety, more choice, more entertainment from Hathway Value packages with an exciting mix of all popular channels ranging from General Entertainment, Sports, News, Movies, Music and lots more.

Future:

Interactive TV

v Ability to interact with the Television - a whole new world of opportunities through the television.

v Access to shopping (e-commerce), banking, e-mail and entertainment – all through television.

CORPORATE

They at Hathway, are guided by a vision - "To be a single point access provider bringing into the home and work place, the converged world of information, entertainment and services."

Being one of the largest Cable TV services company of India, spurs them to be the best in whatever they do. Established in 1995, Hathway provides quality Cable TV services in ten cities across the nation. With fiber optic backbone across its networks and state-of-the-art distribution set ups, they bring the digital age through Cable transforming the way viewers receive information and entertainment.

Currently Hathway has three broad service areas.

Cable TV- Hathway currently provides cable TV services in the following 10 cities:
Mumbai, Delhi , Chennai, Bangalore , Hyderabad , Pune, Nashik, Ludhiana , Jalandhar and Vijaywada

Digital Cable TV - Hathway becomes the largest Cable TV service provider to roll out Digital Cable TV services in 3 metros- Mumbai, Delhi & Chennai.

Hathway Cable Internet - "Pioneers in Cable Internet technology in India." Hathway Cable Internet is the largest Cable ISP providing Cable Internet services in 10 cities across the nation:
Mumbai, New Delhi, Chennai, Bangalore, Hyderabad, Pune, Nashik and Ludhiana, Mysore and Baroda.

Hathway also has under its umbrella - Cine Channel (CCC), a movie based entertainment channel, C-News, a local centric news capsule, I TV, a unique dial in interactive music channel and various local channels like WIN Delhi, C-Hyderabad, C-Bangalore.

Hathway STAR Strategic Alliance

In September 2000 Hathway entered into a strategic alliance with one of the largest content providers in the world, STAR. This alliance will see the launch of enhanced and digital interactive TV all across the country. Enabling the subscriber to access world-class broadband services on their TV sets.

The Rajan Raheja Group

The Rajan Raheja Group is well diversified with interests in a multitude of businesses with great emphasis on being market leaders in their respective areas. Having laid a strong foundation in the areas of Real Estate and Construction, Automotive Batteries, Cement, Ceramic Tiles, Mutual Funds, Hotels, it has now ventured into Media, Entertainment, Networking and Broadband Internet, Retailing.

Some of the group Companies include

Real Estate – The real estate division of the Rajan Raheja group is known for quality homes and constructions.

Exide Industries Ltd. - India's number one company in automotive and Industrial Batteries controlled by the Raheja Group with a market share of 85% of automotive batteries in India.

Prism Cement Ltd. - The largest single-phase kiln cement plant in India with a 2 million tone per annum capacity, set-up in collaboration with F.L. Smidth and IFU of Denmark.

H&R Johnson Tiles- Pioneers of the Indian wall and floor tile industry, is a member of Johnson Ceramics International, UK one of the top five ceramic tile companies in the world.

RMC Readymix Company - promoters along with the world's largest manufacturers of Ready mix concrete, RMC Group plc, UK .

Globus Stores Private Limited - This is a retail Chain venture of the group and has set up Globus stores at Mumbai, Delhi , Chennai, Bangalore and Indore , plans to launch more stores across the nation.

Outlook – India 's most exciting weekly news magazine with a circulation of over 2.5 lac copies per week.

Outlook Traveller - The most comprehensive travel magazine covering India & abroad, also has a portal outlooktraveller.com.

Outlook Money - India 's only personal finance magazine with a circulation of over 0.1 million copies per week.

Asianet Satellite Communications Limited – The Company has state-of-the-art cable TV distribution network in the state of Kerala.

The R. Raheja Group also has its presence in various other industries like:

Petrochemicals - Investment interests in the petrochemical sector has led to the formation of Supreme Petrochem Limited in association with Supreme Industries Limited.

Asset Management – The group has a stake in Templeton Asset Management Company Private Limited, a joint venture with Franklin Templeton Group, which manages over US$220 billion worldwide.

Software - A significant investor in Sonata Software, a company which today has the distinction of being among the top software companies in India.

Hospitality - The Group has entered into a joint venture with The Oberoi Group to have a chain of hotels across India under the brand name Trident.

Awards

Hathway is Winner of Best Cable TV service provider of the Year consecutively for 2002 & 2003 for its quality Cable TV and broadband Cable Internet services.

CMT REPORT [Corruption, Money laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.09
UK Pound	1	Rs.86.59
Euro	1	Rs.57.92

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	--
--LEVERAGE	1~10	5
--RESERVES	1~10	4
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		33

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions